Lovesac Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Two Landmark Square, Suite 300

Stamford, CT 06901

April 25, 2024

Dear Fellow Stockholders:

You are invited to attend the 2024 Annual Meeting of Stockholders of The Lovesac Company at 10:00 a.m. Eastern Time on June 11, 2024, to be conducted virtually via live webcast by pre-registering athttps://viewproxy.com/LovesacCompany/2024/.

The following Notice of Annual Meeting of Stockholders outlines the business to be conducted at the virtual 2024 Annual Meeting of Stockholders. All stockholders of record of our common stock at the close of business on April 18, 2024, the record date, are entitled to notice of and to vote at this meeting and any continuation, postponement, or adjournment thereof.

You will be able to attend the virtual 2024 Annual Meeting of Stockholders by first registering athttps://viewproxy.com/LovesacCompany/2024/. You will receive a meeting invitation by e-mail with your unique link to join along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual 2024 Annual Meeting of Stockholders. All registrations to attend the virtual 2024 Annual Meeting must be received by 11:59 p.m. Eastern Time on June 10, 2024. Whether or not you expect to attend, we urge you to vote as promptly as possible. If you vote in advance you may still decide to attend the virtual 2024 Annual Meeting of Stockholders and vote your shares during the meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

On behalf of the Board of Directors of The Lovesac Company, I would like to take this opportunity to thank our stockholders for their continued support of Lovesac.

Sincerely yours,

Shawn D. Nelson

Founder and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2024

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Lovesac Company at 10:00 a.m. Eastern Time on June 11, 2024, to be conducted virtually via live webcast by pre-registering athttps://viewproxy.com/LovesacCompany/2024/.

PROXY MATERIALS

We have elected to provide electronic access to our Annual Meeting materials, which include the Proxy Statement accompanying this Notice of Annual Meeting, in lieu of mailing printed copies. On or about April 25, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended 2024 (“2024 Annual Report”), and form of proxy.

PROPOSALS

(1) To elect eight (8) directors to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2) To provide advisory approval of the Company’s fiscal 2024 compensation for its named executive officers;

(3) To approve Amendment No. 2 of the Second Amended and Restated 2017 Equity Incentive Plan that increases the number of shares reserved for issuance thereunder by 1,100,000 shares;

(4) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025; and

(5) To conduct any and all other business that may properly come before the 2024 Annual Meeting or any continuation, postponement, or adjournment thereof.

RECORD DATE

If you were a stockholder of record on April 18, 2024, you may vote your shares at the 2024 Annual Meeting.

VOTING

You may vote your shares at the Annual Meeting by following the instructions on the Notice of Internet Availability of Proxy Materials. You may vote on the Internet, by telephone or by completing and returning a proxy card to us in the envelope provided. Further information about how to register for and attend the virtual Annual Meeting online, vote your shares online during the meeting and submit questions online during the meeting is included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote if you attend the virtual Annual Meeting. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. Please read the entire Proxy Statement before casting your vote.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: Our 2024 Annual Report, this Notice and Proxy Statement and the proxy card are available electronically athttps://www.astproxyportal.com/ast/22259.

By Order of the Board of Directors

Megan C. Preneta

Vice President, General Counsel and Secretary

April 25, 2024

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on Tuesday, June 11, 2024